FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
Montana Tax Free Fund, Inc.
#1 North Main
Minot, ND 58703
2. Name of each series or class of funds for which this notice is filed:
N/A
3. Investment Company Act File Number:
811-7738
Securities Act File Number:
33-63306
4. Last day of fiscal year for which this notice is filed:
12/31/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the fiscal
year:
$10,721,943.00
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$10,721,943.00
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold $10,721,943.00
during the fiscal year in reliance on
rule 24f-2(from Item 10):
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 0
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year(if
applicable): -$1,053,866.00
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24f-2 (if applicable): + 0
(v) Net aggregate price of securities sold $9,668,077.00
and issued during the fiscal year in
reliance on rule 24f-2 [line (i),plus
line (ii), less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section 6(b) of
Securities Act of 1933 or other applicable
applicable law or regulation(see C.6) X 1/3300
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)] $2,929.72
13. Check box if fees are being remitted to the Commissions lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). X
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 18, 1997
SIGNATURES:
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
BY (Signature and Title)*
Robert E. Walstad, President
DATE: 2/21/97
Peter A. Quist
389 E. Brandon Drive
Bismarck, ND 58501
February 21, 1997
Montana Tax Free Fund, Inc.
#1 North Main
Minot, ND 58703
Gentlemen:
I have acted as special counsel to Montana Tax Free Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of North
Dakota, in connection with the preparation and filing of the Fund's Rule
24f-2 Notice(the "Notice") for fiscal year 1996 pursuant to Rule 24f-2
under the Investment Company Act of 1940 covering the sale of an indefinite
number of shares of the Fund, par value $.001 per share (the "Shares"),
pursuant to the declaration contained in the Fund's registration
statementon Form N-1A (the "Registration Statement").
I have examined copies of the Fund's Articles of Incorporation, Certificate
of Incorporation, and Bylaws, the Registration Statement, all votes of the
Fund's Board of Directors, and other records and documents that I have
deemed necessary for the purpose of rendering this opinion. I have also
examined such other documents, papers, statutes, and authorities as I have
deemed necessary to form a basis for the opinion hereinafter expressed.
In my examination, I have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to me. As to
various questions of fact material to my opinion, I have relied upon
statements and certificates of officers and representatives of the Fund and
others.
Based upon the foregoing, I am of the opinion that the Shares the
registration of which the Notice makes definite in number were legally
issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Notice
and to any report made by or on behalf of the Fund in connection with the
registration of the Shares under the securities laws of any state.
Sincerely,
Peter A. Quist
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<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 35662008
<INVESTMENTS-AT-VALUE> 36389877
<RECEIVABLES> 537162
<ASSETS-OTHER> 236816
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 37163855
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2360881
<TOTAL-LIABILITIES> 2360881
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 3456719
<SHARES-COMMON-PRIOR> 2395706
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (113123)
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<DIVIDEND-INCOME> 59306
<INTEREST-INCOME> 1627655
<OTHER-INCOME> 0
<EXPENSES-NET> 282416
<NET-INVESTMENT-INCOME> 1404545
<REALIZED-GAINS-CURRENT> 659566
<APPREC-INCREASE-CURRENT> (440184)
<NET-CHANGE-FROM-OPS> 1623927
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1404545
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 88756
<NUMBER-OF-SHARES-SOLD> 1071978
<NUMBER-OF-SHARES-REDEEMED> 105905
<SHARES-REINVESTED> 94940
<NET-CHANGE-IN-ASSETS> 10747585
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 177513
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 380737
<AVERAGE-NET-ASSETS> 29485700
<PER-SHARE-NAV-BEGIN> 10.04
<PER-SHARE-NII> .48
<PER-SHARE-GAIN-APPREC> .06
<PER-SHARE-DIVIDEND> .48
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> .03
<PER-SHARE-NAV-END> 10.07
<EXPENSE-RATIO> .96<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Ratio of net expenses (after expense assumption) to average net assets.
</FN>
</TABLE>
